Horizon Pharma plc Completes Sale of European Marketing Rights for PROCYSBI® (cysteamine bitartrate) delayed-release capsules and QUINSAIR™ (levofloxacin nebuliser solution) in Europe, Middle East and Africa (EMEA) Regions to Chiesi Farmaceutici S.p.A.
Horizon will maintain control of manufacturing supply in the EMEA regions through its third party supplier. In addition, Horizon will maintain marketing rights for PROCYSBI and QUINSAIR in
As previously announced, Horizon anticipates the divestiture to result in a reduction of full-year 2017 net sales by approximately
Chiesi Farmaceutici S.p.A.
Note Regarding Use of Non-GAAP Financial Measures
EBITDA, or earnings before interest, taxes, depreciation and amortization, and adjusted EBITDA are used and provided by Horizon Pharma as non-GAAP financial measures and include adjustments to GAAP figures. These non-GAAP measures are intended to provide additional information on Horizon Pharma's performance, operations, expenses, profitability and cash flows. Adjustments to EBITDA exclude acquisition- and disposition-related expenses, charges related to the discontinuation of ACTIMMUNE development for Friedreich's ataxia, an upfront fee for a license of a patent, a litigation settlement, loss on debt extinguishment and loss on sale of long-term investments, costs of debt refinancing, drug manufacturing harmonization costs, as well as non-cash items such as share-based compensation, depreciation and amortization, royalty accretion, non-cash interest expense, intangible and other non-current asset impairment charges, and other non-cash adjustments. Certain other special items or substantive events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the periods incurred. Horizon Pharma maintains an established non-GAAP cost policy that guides the determination of what costs will be excluded in non-GAAP measures. Horizon Pharma believes that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Horizon Pharma's financial and operating performance. The non-GAAP financial measures are included with the intent of providing investors with a more complete understanding of the Company's expected 2017 financial results and trends and to facilitate comparisons between periods and with respect to projected information. In addition, these non-GAAP financial measures are among the indicators Horizon Pharma's management uses for planning and forecasting purposes and measuring the Company's performance. For example, adjusted EBITDA is used by Horizon Pharma as one measure of management performance under certain incentive compensation arrangements. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies. Horizon Pharma has not provided a reconciliation of its full-year 2017 adjusted EBITDA outlook to an expected net income (loss) outlook because certain items such as acquisition- and disposition-related expenses and share-based compensation that are a component of net income (loss) cannot be reasonably projected due to the significant impact of changes in Horizon Pharma's stock price, the variability associated with the size or timing of acquisitions or dispositions and other factors. These components of net income (loss) could significantly impact Horizon Pharma's actual net income (loss).
This press release contains forward-looking statements, including, but not limited to, statements related to the sale of Horizon Pharma's European subsidiary (including the marketing rights to PROCYSBI and QUINSAIR in the EMEA region) to Chiesi, including the expected impact of the transaction to Horizon Pharma's 2017 financial results. These forward-looking statements are based on Horizon Pharma's current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizon Pharma's ability to realize expected cost savings following the closing of the proposed sale transaction; risks related to future opportunities and Horizon Pharma's ability to capitalize on such opportunities, Horizon Pharma's ability to maintain commercial partnerships for RAVICTI and BUPHENYL in
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